


shivers (running up and down my spine)

by AtLoLevad



Category: The Punisher (TV 2017)
Genre: Blow Jobs, F/M, NSFW, Romance, Smut, So much smut, Their first time, literally just frank and karen having sex, some mild humor
Language: English
Status: Completed
Published: 2018-01-29
Updated: 2018-01-29
Packaged: 2019-03-11 02:29:41
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 6,924
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/13514829
Author URL: https://archiveofourown.org/users/AtLoLevad/pseuds/AtLoLevad
Summary: Frank saves Karen from a close call and they fall into bed for the first time





	shivers (running up and down my spine)

"The hell's wrong with you, Karen?" Frank raged, following the intrepid journalist into her apartment and letting the door close heavily behind him. His heart was pounding in his chest – unsettled from the close call less than an hour ago.

Karen kicked off her flats violently and spun in her bare feet to poke her index finger into Frank's chest. "You can't judge my actions, Frank!"

Ignoring the way her hands shook, she stomped into the kitchen and threw her purse onto the counter. Struggling out of her coat, she studiously ignored Frank even though his presence was menacing. She could see him shifting angrily out of the corner of her eye.

"You're gonna get yourself killed!" he snapped. "When you act stupid, I'm gonna judge you."

"Like you haven't tried  _everything_  in your power to get  _yourself_  killed!" Karen spit her words into his face. "Shit, Frank, you're the goddamn Punisher!"

"I know that," Frank said, voice dangerously low. "You're not. I know how to handle myself."

As soon as he said it, Frank knew it was a mistake. Karen's pale cheeks started getting red and splotchy. Her eyes blazed angrily and her jaw set. Frank could practically hear her grinding her teeth.

"I think that I've proven that I'm not some damsel in distress, Frank," she said tightly. "I thought you respected me?"

Frank rubbed a hand over his face. "Dammit Karen. Of course I do. But you got yourself into the middle of a firefight! I know you got that .38 and you're a damn good shot, but you were out of your depth!"

"It was -" Karen started to protest.

"Fuckin' lucky Micro caught you on camera," Frank interrupted her. "Fuckin' lucky I got there in time."

Karen's hand went subconsciously to rub at her shoulder. She'd smacked it against the concrete wall when Frank had shoved her out of the way. Frank watched her movement, but didn't say anything.

He stepped forward and when she didn't say anything or step away, Frank took a few more steps toward her. The adrenaline from the fight was coursing through his veins and he was restless.

"Ain't even gonna say thank you," he grumbled.

Karen narrowed her eyes at him. "If I say thank you, will you apologize for unnecessarily yelling at me for half an hour?"

"Not gonna apologize for savin' your life, Karen," Frank said flatly.

Karen huffed and turned to her cabinets, banging around for her coffee can. Frank stood by the island, watching as the rigid set of her shoulders relaxed and her forehead smoothed out. She was stubborn, his Karen.

Her coffee machine bubbled to life, filling the small apartment with a heavenly scent. Karen pulled two mugs out of the cabinet and set the mugs on the counter – Frank resisted the urge to smirk; two mugs meant she wasn't that mad at him. She placed her palms flat on the edge of the counter and leaned her weight against them, hanging her chin to her chest. Her shoulders shook slightly, the high of her near miss still affecting her body.

Frank tamped down the urge to rest his hand in between her shoulder blades. He just wanted to comfort her. But he kept his distance - for now.

Karen ignored the beeping that signaled that the coffee was done. She lifted one hand and rubbed at her temple.

She sighed shakily and without looking up, whispered, "thank you, Frank."

Now, he did reach out and gently rest the tips of his fingers against her back. He could feel her muscles contract under his touch.

"Don't wanna live in a world without you, Karen," he said honestly, his voice lower and rougher than usual. He was more than used to bullets flying at his face, but when they came close to Karen? Hell, there was a reason he had taken two bullets for her more than a year ago. He'd happily take more if it meant she was safe.

With a strangled sob, Karen spun and threw herself into Frank's arms, kissing him hard. Frank didn't respond for a beat - stunned into paralysis - and then wound his arms around her and kissed her back. Karen melted into his arms, opening her mouth and tracing her tongue over his lower lip. Her arms locked around his neck and she pressed closer to him.

They broke apart, breathing heavily. Karen's arms were still wrapped around Frank's neck and she licked her lips as they stared at each other. Karen felt a little dazed and a lot reckless.

Neither one of them said anything. Frank leaned forward and kissed her softly, one hand snaking up to curl in her hair. Karen moaned into his mouth and clutched at his shoulders. Frank's kisses started soft and grew harder, more passionate, wilder. Karen moved her hand to his face, pulling him closer as she scraped her nails through his hair.

"Bedroom," she whispered into his mouth. She stumbled backwards, taking Frank with her, as she tried to walk to the bedroom. Frank grunted and lifted her into the air, kissing her neck. Karen wrapped her legs around his waist and angled her head back so Frank could kiss a trail from her ear down her jaw.

Before she knew it, they were in her bedroom and Frank was depositing her on the bed. He stood over her, lust darkening his eyes. A shiver of arousal spread through Karen's body - he looked terrifying, menacing, standing over her like that - his bulk filling the room. She should have been scared of him.

"Karen..." he said her name reverently. She could see the clear conflict in his eyes and she understood the reason. Their relationship was about to change.

"Please, Frank," she breathed. "I want this. I want you."

Her words were like magic - Frank's face relaxed and he threw off his jacket. Karen grinned up at him as he kicked off his boots and socks.

She reached out and grabbed the front of his shirt, pulling his face to hers and kissing him. Frank leaned forward, planting his hands on either sides of Karen's hips and leaning his weight on them. The mattress dipped as he put one knee on it, crawling forward so Karen was forced to lie back on the bed.

Karen hooked her leg around Frank's thigh, grinning into his mouth. Since his hands were busy holding his body weight up, Karen took the initiative to unbutton his pants. She gently brushed her fingers over his growing erection and Frank grunted.

"Shit," he muttered against her neck, nipping a little at the junction of her shoulder.

Karen laughed a little, shimmying his pants down over his hips. "Help me out here, Frank," she said, pushing his pants as far down his thighs as she could reach. He kissed her neck once more before shifting slightly and kicking his pants to the floor. Karen's hands roamed over his boxer-briefs-clad ass, enjoying the way his muscles shifted under her fingers as he leaned back over her. Her fingers slid under the waistband of his underwear and squeezed a little, causing Frank to buck his hips into hers.

"Jesus, Karen," he muttered, rolling so one hip was on the bed so he could unbutton her shirt. He kissed the skin of her chest as he exposed it, fingers working the buttons quickly. He growled against her stomach when he reached the waistband of her skirt. Karen scraped her fingers against his scalp, wiggling her hips under him. Looking up at her, a heated look in his eyes, Frank pinned her hipbone under one forearm and reached around to unzip the skirt. The red fabric bunched under his hand and he slid it down Karen's legs in one motion, falling to the floor without either one of them giving it a second thought.

Frank resumed his exploration of her body, kissing her stomach as he reached the last button. He paused when he reached the edge of her lace underwear - Karen ran her foot over the back of his thigh and breathed, "Don't stop, Frank." Holding her hips down, he kissed her over her underwear. Karen's back arched at the spike of arousal and writhed under his hands. She was soaking for him and Frank grinned against her.

"Frank, please," she whined, twin splotches of pink developing on her cheeks as he kissed her inner thigh. "I need - ohhh!" she gasped loudly when his tongue pressed flat against her over her underwear. She gripped his hair tightly and Frank hissed in pleasure.

"Make that sound again," Frank rumbled against her thigh, scraping his teeth against the sensitive skin. Karen sighed and tried rotating her hips to get some friction, some relief for the growing ache between her legs.

Frank bit a mark into her inner thigh and then soothed the spot with his tongue when Karen yelped. His cock pressed uncomfortably into the mattress. He wanted to grind against it to get some relief, but Karen's hands in his hair reminded him that he wanted to come inside her. Using one hand, he yanked down her panties, kissing her swollen clit and getting her to moan wildly.

She tugged on his hair again and this time Frank came back up. He kissed the line of her jaw.

"I need you in me now," Karen demanded, pupils fully blown and face pink. She grasped the hem of his shirt and yanked it over his head, throwing it to the floor with wild abandon. Her hands roamed over his chest, delicate fingers dancing over hard muscle and scar tissue. Frank leaned into her touch, pushing at the shirt that still covered her shoulders. She clung to him, lifting her body off of the mattress so her shirt could slide off of her arms.

"So beautiful. So fuckin' beautiful," Frank said lowly, brushing his thumbs over the hard peaks of her nipples. The lace of her bra was scratchy under his fingers, but Frank's touch sent Karen's already over stimulated body on fire. She scratched her nails over his back and hooked her legs around his waist, her heels digging into the top of his ass.

Frank dipped his head and dropped his mouth over her breast, tonguing her nipple through the fabric. Karen moaned and tightened her legs, pushing her hips up into his, the pressure of his cock giving her some much needed friction. She ground against him, wanting desperately for him to fill her.

His hands were rough as they ran over her sides and up her back to unclasp her bra. Frank leaned back to pull of his boxer-briefs and to give Karen a minute to take her bra off. When she looked up, Frank was completely naked in front of her, his cock hard and prominent. Her mouth hung open a little at the sheer size of him.

The tips of Frank's ears went red even as he smirked a little. He reached out and - in an uncharacteristically shy move - tucked a stray piece of hair behind Karen's ear. His hand lingered on her cheek, thumb brushing against her cheekbone.

"Hi," Karen murmured, the sudden change in mood shocking her into shyness too. Frank's tenderness was always a pleasant surprise. She wiggled on her bed, surprisingly comfortable with being fully naked in front of Frank.

"Hi," he said back, voice low and gravelly with just the slightest waver. He cupped her face in his hands, tilting his head in question. She nodded, giving him a soft smile, and Frank leaned down to kiss her. His lips were soft at first, tentative as if this had been their first kiss all over again, and then the kiss intensified. Frank kissed her like a drowning man gasping for air. His hands were solid around her face, his shoulders relaxed under her hands.

They made out like teenagers - all teeth and tongue and roaming hands. Frank's hands slid down the front of her body, fingers finding her clit and gently, tentatively applying pressure. Karen moaned into his mouth, pressing her hips forward. She grasped at his shoulders, fingers sliding against sweaty skin.

"I'm... I need you," she panted as they broke apart. "Please, Frank."

He leaned down and kissed the swell of her breast, flicking his tongue gently over her pebbled nipple. Karen hissed at the sensation, digging her nails into Frank's back muscles. She threw her arm out, reaching for her night table drawer. Frank grabbed her wrist with his hand and laced their fingers together, ignoring Karen's grumble of protest.

"I ain't in a rush, ma'am," he growled against her stomach, nipping at the skin. "Takin' my time."

His free hand slipped in between her thighs and he grinned as she clenched her muscles around it. Her heels dug into his back.

"I don't like being teased," she muttered, lifting her hips and trying to get some relief.

Frank suddenly lifted up, pressing his straining erection against her and Karen moaned loudly. Her free hand gripped the sheets tightly and she threw her head back.

"That's teasin' ya," Frank said lowly, eyes dark with lust. He let go of Karen's hand and cut his eyes to the night table - asking the silent question. Karen nodded and Frank grabbed for a condom. He leaned back to rip open the foil packet and Karen plucked it from his fingers before he could roll it on.

Smiling slyly up at him, Karen rolled the condom on, taking her time and stroking him with her fingers. His cock twitched under her fingers. Once the condom was on, Frank leaned down to kiss her soundly. Karen melted into his touch.

He lifted onto his palms, holding his body above hers. She looked so damn beautiful it almost hurt. He hesitated - there was no coming back from this. Karen seemed to sense his hesitation and she reached up a hand to stroke his cheek.

"I want whatever you want, Frank," she whispered, biting her lip. "Tell me and we'll stop."

In response, Frank leaned down and kissed her softly. "I want you, Karen. Just... gotta..."

"Shh," Karen sighed. She rested her hands on the curve of his ass. "Take your time, Frank."

Some of the hesitation cleared from his eyes and his forehead smoothed out. "Let me know if it's too much," he rasped, sliding into her in the next breath.

She gasped loudly as he filled and stretched her, throwing her head back with wild abandon. Her hips involuntarily bucked upwards, pressing into Frank's.

Frank didn't move for a minute once he was inside her, stunned by the feeling of being buried deep inside Karen Page. His brain short-circuited - she was so warm and wet around him. Until Karen dug her heel into his ass with a moaned, "Fraaaank" - then he was startled into action.

He pulled out of her and thrusted again, hitting a spot deep inside of Karen. Her moan spurred him on and soon Frank was holding his weight above her on his palms and rhythmically thrusting in and out. Karen gasped and moaned under him, her legs tightening around his waist and her fingers scrabbling for purchase on his biceps. She squeezed his arms every time Frank thrusted into her.

For a while, the only sounds in Karen's bedroom were her breathy gasps, his muffled grunts, and the practically obscene sound of their skin slapping against each other.

Karen felt her orgasm build low in her belly and she fisted the sheets in both hands. "Frank, Frank oh my god ... I'm ... I ... faster," she gasped, clenching around him. He lowered his face to rest in the crook of her neck - his sweaty forehead slid against her slick skin - and growled against her overheated skin.

He moved faster, slamming into her with nearly violent force. Karen cried out, screaming his name as she came. White spots danced at the edge of her vision as her climax came in waves. She was only vaguely aware of Frank thrusting into her once, twice, three times more before he came inside of her, filling the condom.

He grunted and collapsed, catching himself so he wouldn't crush her. Frank pressed his forehead against Karen's shoulder and kissed her arm lightly.

"Wow," she breathed, running her fingers against the back of his arm.

"Yeah," Frank agreed on a laugh, "wow." He pulled out of her and rolled over a little to dispose of the condom. Karen whined at the sudden loss of body heat.

"I'm comin' back, ma'am," Frank chuckled, voice a low rumble. He was relaxed, at ease in the moment. He climbed carefully out of the bed, not wanting to disturb Karen.

"You better," she murmured quietly, watching his muscles shift under his skin as he walked away. She curled up a little and propped her hand under her head, trying to wrap her mind around the fact that she had just had incredible sex with Frank Castle.

Karen smiled to herself as she thought about the soft look on his face as they had made out. That was all for her. The butterflies in her stomach kicked up a notch as she thought about his rough fingers on her skin.

"Hey," Frank sat on the edge of the bed, mattress dipping under his weight. He held a damp washcloth in his hand and the tips of his ears were red - embarrassed. "Thought you might wanna clean up," he said quietly.

"Yeah," Karen agreed, sitting up, "that'd be nice."

Frank hesitated for a moment and then ran the warm cloth over her shoulder. Karen leaned into his touch - the warmth of the washcloth making her shiver a little. He dipped the cloth between her legs, using a more gentle touch than Karen thought him capable of. She closed her eyes against his touch, trying to stem the spike of arousal.

She couldn't hide anything from Frank though.

He smirked and huffed a little laugh. "Gimme a minute, ma'am, we got all night."

Karen opened her eyes wide and shot him an incredulous look. He laughed again.

"Not that young, Karen," he said. "I need a minute."

"It's not..." Karen shook her head. "I just thought..."

Frank nodded knowingly, "Thought I was leavin'."

"Well," Karen hesitated, "yes."

She felt bad for thinking so little of him, but that had been his M.O. Frank Castle wasn't a stranger to leaving Karen behind.

"S'not your fault I'm a mess," Frank said, an air of self-deprecation in his body language. He twisted the cooling washcloth in his hand. "Not a one-night stand kinda guy, Karen."

"I know," she whispered. She didn't want him to leave, ever.

The conversation was getting too heavy for Frank. He hadn't known he was going to sleep with Karen when he had stormed into the warehouse earlier that night, but now that he had, he didn't want the memory to be marred by difficult emotions –he didn't want her to think that he regretted being with her.

He gave her a devilish little smile, eyes crinkling at the corners. "This is gettin' cool. What do you think about a nice warm shower?"

Karen reached out to brush her hand against his cheek. She felt a smile grow on her own face, "I think that sounds like a very good idea."

She bounced off the bed and darted barefoot across the cold hardwood floors. At the bathroom door, she stopped and looked back at Frank. With a bat of her lashes and a sly smile, she said, "You joining me, Mr. Castle?"

Frank dropped the washcloth to the floor and made it to the bathroom in four long strides. He looped his arms around Karen's waist and pushed her against the doorframe to kiss her deeply. Karen responded happily, halfway aware that Frank's cock was growing hard against her thigh.

When they broke apart, Frank gave her a dazed smile and turned to start the shower. He stepped under the spray and held out his hand to pull Karen into the small shower. She joined him and grinned.

"Never had sex in here before," she said, reaching down to grab his ass. "You'd be my first."

"It's an honor, ma'am," Frank mock saluted, sliding his hand in between her legs.

Karen's knees buckled - she was only held upright by Frank's strong arm around her waist.

"Gonna make you come more than ever before," Frank promised in a low growl against her ear.

Karen tilted her head and captured his lower lip in between her teeth. She kissed him, hard.

"That a promise, sir?" she whispered hotly.

In response, Frank plunged two fingers into her and there was no more speaking.

* * *

Later, Karen curled against Frank's side, his arm heavy and warm around her back. She rested her cheek against his skin and trailed her fingers over his side.

They were quiet, breathing in sync with each other. Karen could feel the rise and fall of Frank's chest under her cheek. The steady rhythm made her sleepy, but she didn't want to ruin the moment. The post sex haze was real, she laughed to herself.

Frank's fingers - rough at the tips from years of fighting and cleaning guns - traced lazy lines up and down her back. Karen shivered at his touch; her nerves still sensitive from their marathon session. It had been their first time, but Karen marveled at how well they fit together. Not just physically - being with Frank had felt like - like being home. Or as close to home as Karen could get. She subconsciously shifted closer to him and felt Frank's chest rumble in a silent chuckle.

"What?" she murmured lazily.

"Nothin'," was his reply. Karen wrinkled her nose and poked his side.

"You laughed, I want to know why."

"Jus' thinkin', ma'am," he said quietly. His hands continued their lazy exploration of her back and Karen shivered again.

"About what?" she asked again, like a dog with a bone. It was the journalist in her, she supposed.

He chuckled again, his chest vibrating. "You. Me. This."

"Oh," she replied, suddenly self-conscious. "What kind of thinking?"

She held her breath, waiting for Frank's response. He took so long to reply - thinking out his answer.

"Good thinkin'. Don't regret it, if that's what you're wonderin'."

"It was," she exhaled in relief. Karen rested her forehead against his shoulder. "I don't ... Frank, I'm not expecting..."

"Shh shh," Frank shushed her gently. "One day at a time, Karen."

He didn't want to think about what might come next - the inevitable showdown with Billy Russo, the government, and the fact that he didn't know how to live without carrying the Punisher mantle, without the grief of losing his family. He knew he should've kept Karen at an arm's distance, but he didn't and he wouldn't regret it - how could he when she fit so well in his arms?

"Okay," Karen agreed, settling against his side again. It was nice to just enjoy his company and to give herself permission to stop thinking. She looped her leg over his - finally able to appreciate the hardness of his muscles. While they'd been rolling around the bed, Karen hadn't been able to appreciate his body in the way it deserved.

She leaned up on her elbow, tracing the lines of his muscles with her hand. Frank watched her lazily, but curiously. His eyes were hooded with exhaustion, but they were alert as he watched her. Her fingers danced over his collarbone and Frank raised an eyebrow in a silent question.

Karen leaned down to pepper soft kisses across his chest, her lips touching the occasional scar. "Memorizing you," she mumbled in between kisses.

"Hmm," Frank hummed, relaxing under Karen's gentle touch. "Didn't do that earlier?"

"No," Karen said, a little distracted. She quirked her lips into a smile, "Someone had me distracted."

"Now who'd do that?" Frank teased, tilting his chin up so he could kiss Karen's jaw. She smiled at his gentle kiss.

Karen rolled her body so she was half lying on Frank's chest. Tucking one hand under her chest, she traced her finger over his chin.

"Missed a spot," she murmured, her fingertip brushing against the rough stubble.

"Didn't exactly have time to look in a mirror this morning, ma'am," Frank said. "Runnin' out to save your ass and all." He was more than content to lay here with Karen's body resting warmly on his. He rested both hands on the dip of her lower back, resisting the urge to slide them lower and squeeze her ass.

It was almost funny – how quickly his day had changed from the violence of a gunfight to the gentle familiarity of being with Karen.

Karen snorted a laugh, "Do you even have a mirror?"

Frank shrugged. "I might."

"Such an enigma," she breathed, her fingers brushing against some of the shallow cuts on his cheeks and forehead. She trailed her fingers over the bumps of his nose.

"How many times have you broken it?" she asked curiously, thumb resting on the bridge of his nose as her other fingers stroked his temple. It scared her – how much she wanted to know everything about Frank, good and bad. She was curious about every aspect of Frank's life - starting with his nose seemed easy enough.

Frank's forehead creased as he thought about her question. "I dunno," he finally answered with a shrug, "Fourteen?"

Karen drew her hand back as if her gentle touch alone was enough to break his nose for the fifteenth time. "Fourteen?" she asked, eyebrows raised high on her forehead.

"Yeah," Frank laughed, sending a rumbling vibration through Karen's entire body. "I told ya I was a shit growin' up. I fought anyone and everyone."

Karen narrowed her eyes at him and tilted her head.

Frank raised an eyebrow, "What're ya lookin' at now?"

"Just imagining what you might look like if you hadn't broken your nose  _fourteen damn times_ ," she said laughing a little bit.

"Not half as good lookin' as I am now," he joked, deadpan. Karen gaped at him a little and then burst into giggles of her own.

"I'm going to have to agree, Mr. Castle," she said softly, still giggling a bit, and kissed the tip of his nose. Frank closed his eyes against the memory of Maria doing the same gesture - it didn't hurt this time, to think of his wife, there was just nostalgia. His hands tightened momentarily on Karen's back.

"That so, Miss Page? 'Cause you never agree with me on anything else," he smirked at her before leaning up and capturing Karen's mouth with his. She leaned into his touch, her body going soft and pliable. As Frank's hands secured around her waist, pulling her close, Karen's hands cupped Frank's face and anchored her lips to his. She moaned against his mouth, feeling the hardness of his growing cock pressing into her thigh.

"I agree with you on a lot of things," she breathed when they broke apart. Frank's eyes were still closed and Karen leaned forward to press kisses to his eyelids. Frank shifted underneath her and Karen gasped as his rock hard cock pressed into her.

"Frank, oh my god," she groaned, pressing her fingers into his shoulders. A hot spike of arousal flooded her belly and she wiggled against him, looking for relief. He chuckled and kissed the column of her neck as he gently thrusted his hips, rubbing himself against her folds. Karen groaned, pressing her hips to his.

"Frank - seriously - my god," she couldn't form a coherent thought with him rubbing against her. His hands slid to her ass and squeezed.

"Relax," he muttered lowly into her ear, her forehead resting on his. "Help me out, Karen." He used his hands on her ass to guide her into a rhythm over his cock. Karen whimpered as he came close to her entrance, only to slide away again.

She was dripping wet for him and the flood between her legs only increased when Frank growled in her ear, "Like a fuckin' waterfall, Karen. I'm gonna drown in you."

He was a romantic, Frank Castle, and that wasn't something Karen had expected when they had fallen into bed together. His sweet words combined with that rough, raw voice were such a turn on. She grinned against his shoulder.

"I need - " she trailed off in a moan when one of Frank's hands left her ass and came around to touch her clit. She writhed under his touch, his rough fingers over stimulating her sensitive, swollen clit. "Fraaaank," she moaned his name, her face buried in his neck.

"Tell me, ma'am," his voice was lower than usual - a hint of amusement in his tone as his fingers teased her. His cock was throbbing - painfully hard and ready to be buried deep inside of her.

"In - please - in me, Frank," she choked out. Heat was coiling tight in her lower belly and she needed him to fill her again, to stretch her to her limits.

The hand on her ass lightly smacked it and she shuddered against him.

"So wet," he mumbled, nipping sharply at her neck. His tongue darted out to soothe each spot after he bit. Frank was possessive, territorial about Karen - the marks that littered her body from his teeth during their first few rounds only spurred him on this time. She inhaled sharply as Frank's teeth bit down on her collarbone and sucked a mark. Her nails dug into his shoulders and Frank hissed at the sting.

"Bad," Frank muttered against her neck, biting another hickey into the pale skin.

"Killin' me, Frank," she muttered against his jaw, scraping her teeth against the stubble. She kissed a trail from his earlobe to his lips, sucking on his bottom lip. His hand stilled against her - distracted by the hungry way she was kissing him. Her hands came up to caress his jaw, her nails scraping against his scalp as she traced his lower lip with her tongue. Frank's mouth opened and he kissed her back with furious passion. Karen moaned into his mouth, spurring Frank on. He bit at her lower lip and Karen pressed closer against him.

Karen pulled away with a groan, "god, you're good with that mouth."

Frank laughed as the tips of Karen's ears went pink as she realized what she had said. She waved her hand in the air as if to erase what she had said and then got a devilish look in her eye.

"Karen, what -?" Frank asked as she slid down his body, kissing each scar and mark on his chest as she went.

She looked up at him through her eyelashes and smirked. "You tease me, I tease you," she said slyly and then kissed the swollen red head of his cock. Frank grunted and bucked his hips involuntarily.

"Shit," he hissed. Karen laughed and stroked him, pressing her thumb against his tip and spreading the precum gathered there. She leaned down - kneeling between his spread legs - and licked his length from base to tip. Frank grunted and his hips twitched. Karen's free hand came to rest on his hipbone, her thumb stroking circles into the skin. She continued to stroke him until he was completely solid and heavy in her hand.

"Karen..." Frank's voice was strangled and trailed off in a guttural groan as she ducked down and took him into her mouth. Her cheeks hollowed out as she sucked him off, her tongue resting against the underside of his cock. She gagged a little as his hips thrusted up, but didn't stop.

Karen hummed around him and Frank lost some of the control he had barely been hanging on to. He fisted the sheet in one hand and Karen's hair in the other. When he pulled on her hair a bit, she hummed in pleasure and sucked harder. The hand that had been stroking him before moved to cup his tensed balls. Frank groaned and protested when Karen's mouth left his dick.

She licked the pronounced vein on the underside of his cock, swirling her tongue around the head. Frank cursed and bucked his hips, seconds from release. He wanted to come in her mouth and watch her swallow. Karen seemed to know exactly what he was thinking, because she took him into her mouth once more, bobbing her head so the head of his cock hit the back of her throat. His balls tightened in her hand and with a shout, Frank came in her mouth. Karen swallowed and released his cock.

She smirked at him and wiped the corner of her mouth with her thumb.

Frank gaped at her, sated and speechless. "Shit," he managed in a choked voice, "Guess I'm not the only one good with their mouth."

There was a stunned beat of silence as Karen processed Frank's joke and then she burst into hysterical laughter. Frank shook his head to clear the post-blow job haze and smiled at her laughter.

"Seriously?" Karen giggled, "I gave you a mind blowing blow job and you're cracking jokes?"

She had leaned back to rest on her calves and Frank reached forward to grab her waist and tug her on top of him again. He kissed her cheek and mumbled, "Yeah, I've got jokes, Page."

Karen tangled her legs with his, running the inside of her foot up and down his calf. "I like this Frank Castle - the one who smiles and jokes and," she gave him a heated look, "pulls my hair while I've got his dick in my mouth."

Frank angled upward and kissed her. She turned to mush in his hands, still heated from her own lack of orgasm. While Frank kissed her, she shifted so his thigh was pressing into the apex between her thighs. The heat and pressure of his leg felt wonderful and she ground her hips against him, trying to get some relief. Frank grinned into her mouth when he realized what she was doing. He slipped one hand between them and pressed his thumb to her clit.

Karen moaned into his mouth, arching her back. Her nails scraped down his chest and she pushed against him for leverage. "Do something, Frank," she muttered into his mouth. "I'm going to explode."

"Yes, ma'am," he said. He grabbed Karen by the hips and pulled her forward. She yelped and jolted forward, hands bracing herself against the headboard. She was kneeling over Frank's head. She grinned down at him when she realized what he was going to do. Seconds later, his mouth was on her clit and she moaned, throwing her head back.

"Frank, Frank, oh my god," she chanted his name as his tongue swirled over her. Karen gripped the headboard so tightly her knuckles turned white. Her thighs burned with the effort of keeping her body hovered over Frank's face.

Frank's hands held tight to her hips, keeping her from moving around too much. He licked her with a flat tongue and Karen's legs trembled dangerously. Despite his tight grip, she couldn't help but rotate her hips.

"I'm ... Frank ... oh god," she whimpered, gasping sharply when he slipped two fingers into her. She clenched around his fingers as they curled forward and hit her g-spot just right. She let out a strangled cry and came around his fingers and on his face.

If it hadn't been for Frank's strong grip on her, Karen would've dropped and actually smothered Frank. Instead, he gently helped her lean back so she was resting lightly on his chest. She looked down and bit her lip at the sight of Frank's face - dopey dazed look in his eye and chin glistening from eating her out.

She leaned down and kissed him deeply, tasting herself on him.

"Christ," she muttered, rolling off of him and curling into a ball against his side. "I haven't been that thoroughly fucked in..." she trailed off, tracing lines from scar to scar on his chest with her index finger. "A very long time," she settled on finally.

Frank snorted a laugh and squinted against the beam of light coming into the bedroom from the sunrise. His hand draped loosely over Karen's hip. "Can't believe we've been fuckin' all night," he rasped.

Karen laughed into his side, pressing her forehead against his chest. There should've been some awkwardness, some hesitation - their first time falling into bed had lasted literally all night. But Karen only felt content. Being with Frank - it was just - not easy, never easy - but right.

The sunlight was slowly growing brighter, but neither one of them made any moves. Frank's other hand had come across his chest to play with Karen's hair. His fingers caught on the occasional knot, but he was careful not to pull her hair and hurt her. The repetitive stroking was enough to lull Karen into a state of half-consciousness. Frank's body radiated heat and Karen was warm tucked against him. Even Frank's eyes closed a little.

Suddenly, Karen's stomach grumbled. Both of their eyes shot open and they sat in surprised silence for a breath before laughing.

"I think I'm hungry," she laughed.

Frank brushed his hand over her hip, "I think we can figure out breakfast."

"And coffee?" Karen asked, eyes wide.

"Yeah, and coffee," Frank chuckled. He stretched a little. "You got any groceries in this place?"

Karen's forehead scrunched up as she tried to remember what was in her fridge. Frank shook his head when it took her a little too long to answer.

"That's a no, ma'am." He nudged her ass cheek. "C'mon, get up. I know a place that's open all day."

"Nooo," Karen whined, "I'm comfy here." She held onto his bicep even as Frank swung his legs off of the bed. He pulled her so she was lying horizontally across the bed, her feet hanging off the side.

"C'mon," he smiled gently. "They've got coffee." Grabbing her hands, Frank pulled her to her knees and then off the bed. Her legs still wobbly from the multiple orgasms, Karen stumbled into his chest. Frank wrapped his arms around her back and held her close. "You okay?"

"Mhmm," Karen hummed against his neck. "This better be some damn good coffee for me to get out of that warm bed."

Frank pinched her on the ass, "Get goin', Karen."

She wrinkled her nose at him, but pressed a kiss to the underside of his jaw before heading off to the bathroom to brush her hair and teeth.

Once the door shut behind her, Frank sank down to sit on the edge of the bed. He hung his head and scrubbed both hands over his face. There were so many thoughts running through his mind he couldn't focus on any of them. It had been easy to shut his brain off and ignore all of his thoughts when he and Karen had been rolling around on the bed and learning each other's bodies. But now? Now that it was quiet, the flood of thoughts and feelings came to the forefront of his mind. He was worried about Karen's safety, now that they had taken their relationship to a new, undefined level. He was angry with himself for losing control when it came to her. There was guilt, so much guilt he could rival Red. His heart clenched when he thought about Maria - things hadn't always been perfect between them, but her memory was ever present. Being with Karen - having feelings for her - didn't feel exactly like a betrayal, but Frank's feelings - love - for both women were churning in his gut.

"Hey," Karen's voice startled him out of his thoughts. He hadn't even heard her come back into the bedroom. He looked up at her.

She bit her lip and knelt down so they were eye to eye. Her voice was small when she asked, "You okay?"

"Yeah," his voice was gruff and he hated himself for it. "Fine. Ready?"

Karen raised her eyebrow and looked down at herself. "Since I'm only in a pair of panties and you're as naked as the day you were born, I'm going to say no."

He huffed a laugh. "Yeah, sorry. Let's get going."

He stood up, but Karen put her hand on his wrist and tugged him back down. She looked at him, her thumb rubbing against the underside of his wrist. Frank could see the insecurity in her eyes and he hated himself all over again.

"Talk to me, Frank," Karen implored him quietly. "If this..." she licked her lips, "We can go back to before, if you want."

It would probably kill her – knowing what he was like when it was just the two of them and then having to pretend there was nothing there – but she would do anything if it meant Frank Castle stayed in her life.

Frank shook his head. "I don't. This is new for me, Karen."

"Me too," she sighed. She looked down at their clasped hands where he had interlocked their fingers. Humming thoughtfully, she said, "I don't want to do anything you're uncomfortable with, Frank. Please don't think that I'm trying to replace your family."

Frank gave a little half smile. "I know you're not. Just... gotta get used to the idea that there's an  _after_."

There were sudden tears in Karen's eyes and she swallowed roughly. So he had been listening, she thought briefly. Frank's warm hands squeezed hers.

"Yeah," she murmured in agreement, "an after."

**Author's Note:**

> This is 7K of just pure smut. I've been working on it for a couple weeks now and it's possibly, vaguely OOC, but I had fun writing it. 
> 
> I'll be working on two different kastle AUs in the coming weeks, so there's that to look forward to! 
> 
> Title comes from the song Lindsey Lohan sings at the end of Freaky Friday - don't judge! It's a good movie and a good song!
> 
> As always, I appreciate all of your comments and I'm always around for prompting and general chatting both here and on tumblr (thewintersoldierdisaster)
> 
> Happy Monday! :)


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